I.    Agreement.

It is agreed that (“SIGHT-SOUND-VISIONS.INC”) will provide the consulting services (the “Services”) described herein collectively, this "Agreement"), with our client(s)  in this Agreement (the "Client"), as an independent contractor and for the fees set forth in this our Agreement.  This Agreement constitutes the entire and sole agreement between Client and SIGHT-SOUND-VISIONS.INC, and merges all prior and contemporaneous communications with respect to the subject matter hereof.  This Agreement shall not be modified nor assigned except by later written agreement signed by both parties.  Nothing contained herein shall be construed to create an employment or principal-agent relationship or joint venture between SIGHT-SOUND-VISIONS.INC and Client, and neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever.

II.    Changes and Delays.

A. Changes in scope of the Services dictated by Client and changing conditions of law or schedule delays or other events beyond SIGHT-SOUND-VISIONS.INC's reasonable control, including events described below, may require contract price and/or date of performance revisions to be agreed upon by both parties.  In the event that performance on the part of either party is delayed or suspended as a result of circumstances beyond its reasonable control such as Acts of God or other force majeure event, and without its fault or negligence, then the period of performance and term of this Agreement shall be extended to the extent of any such delay and neither party shall incur any liability to the other party as a result of such delay or suspension.

B. SIGHT-SOUND-VISIONS. INC's performance hereunder is contingent upon the cooperation of Client, including the supply to SIGHT-SOUND-VISIONS.INC of adequate resources and information as mutually agreed upon pursuant to this Agreement.  If any delays in SIGHT-SOUND-VISIONS.INC's performance occur as a result of failure or untimely performance by Client and/or vendors, the term of this Agreement shall be extended to the extent of any such delay and SIGHT-SOUND-VISIONS.INC shall not incur any liability to Client as a result of such delay.  If such delays last for thirty days or more, SIGHT-SOUND-VISIONS.INC shall be entitled to terminate this Agreement by giving written notice to Client, such termination to be effective on the date indicated in said notice.

III.    Warranty and Liability.

A. SIGHT-SOUND-VISIONS.INC will exercise due professional care and competence in the performance of the Services.

B. To the fullest extent permitted by applicable law, the total aggregate liability to Client of SIGHT-SOUND-VISIONS.INC and its subcontractors, collectively, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, under this Agreement or with respect to the Services shall be limited to the fees paid by Client to SIGHT-SOUND-VISIONS.INC under this Agreement.  If SIGHT-SOUND-VISIONS.INC is working on a multi-phase engagement for Client, SIGHT-SOUND-VISIONS.INC's liability shall be limited to the fees paid to SIGHT-SOUND-VISIONS.INC for that particular phase that gives rise to the liability.

C. In no event will SIGHT-SOUND-VISIONS.INC, its subcontractors, or Client be liable for consequential, incidental, indirect, punitive or special damages (including loss of profits, data, business or goodwill), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages.  Client's recourse with respect to any liability or obligation of SIGHT-SOUND-VISIONS.INC hereunder shall be limited to the assets of SIGHT-SOUND-VISIONS.INC, and Client shall have no recourse against, and shall bring no claim against, any partner of SIGHT-SOUND-VISIONS.INC or any of the assets thereof.

D. EXCEPT AS OTHERWISE STATED IN THIS SECTION III, SIGHT-SOUND-VISIONS.INC MAKES NO WARRANTIES, OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR WARRANTIES OF ANY PRODUCTS OR SERVICES.

E. The provisions of this Section III are specifically intended to operate for the benefit of, and shall be enforceable by, SIGHT-SOUND-VISIONS.INC.

IV.    Rights to Deliverables.

Upon full payment, SIGHT-SOUND-VISIONS.INC hereby assigns to Client any and all rights, title and interest, including, without limitation, copyrights, trade secrets and proprietary rights to the Deliverables developed or prepared specifically for Client hereunder (the “Deliverables”).  The Deliverables shall be deemed to be “works made for hire” under the federal copyright laws.  SIGHT-SOUND-VISIONS.INC agrees to give Client reasonable assistance, at Client's expense, to perfect such assignment of such rights, title and interest.  However, the Deliverables may include data, modules, components, designs, utilities, subsets, objects, program listings, tools, models, methodologies, programs, systems, analysis frameworks, leading practices, and specifications (“Technical Elements”) owned or developed by SIGHT-SOUND-VISIONS.INC prior to, or independently from, its engagement hereunder and SIGHT-SOUND-VISIONS.INC retains all rights thereto.  Accordingly, to the extent that any Technical Elements are integrated into any Deliverables, SIGHT-SOUND-VISIONS.INC hereby grants to Client a perpetual, worldwide, paid-up limited license to use, copy and modify such Technical Elements as integrated into such Deliverables for internal purposes only.  Conversely, Client grants to SIGHT-SOUND-VISIONS.INC a perpetual, worldwide, paid-up license to use, copy and modify any Technical Elements developed hereunder in the course of Sight-Sound-Visions.inc consulting services business.  In addition, SIGHT-SOUND-VISIONS.INC retains the right to use its knowledge, experience, and know-how, including processes, ideas, concepts and techniques developed in the course of performing the Services.

HOSTING SERVICES

Hosting Services. SIGHT SOUND VISIONS.COM shall provide storage for content and Software, of Customer’s Web Site and make it available for end-users to access;

SIGHT SOUND VISIONS.COM guarantees that the network will be available 99% of the time in a given month. This service level warranty shall not apply to performance issues: to the extent caused by factors outside of SIGHT SOUND VISIONS.COM’s  control; that resulted from any actions or inactions of Customer or any third parties not affiliated with SIGHT SOUND VISIONS.COM; this includes Customer’s equipment and/or third party equipment; that resulted from software related issues; or software updates that are scheduled by SIGHT SOUND VISIONS.COM for purposes of maintaining or updating the Web Site or the Software. Upon experiencing downtime,  Network downtime exists when a particular customer is unable to transmit and receive data and SIGHT SOUND VISIONS.COM records such failure in the SIGHT SOUND VISIONS.COM trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by the customer to the time the server is once again able to transmit and receive data. If Customer fails to comply with this requirement, Customer forfeits its right to a receive credit.

BILLING CYCLE POLICIES

Initial fees must be paid prior to service setup.

Service setup fees, 1 month or 1 year service charge.

Our billing cycle begins on the day we setup your account, we bill accounts every 4th month 3 times year. All accounts not paid within 15 days after your due date will be charged 20% surcharge. All accounts not paid within 30 days after your due date will be suspended.SIGHT SOUND VISIONS.COM attempts to automatically charge credit card on file for any past due invoice for current, suspended and canceled accounts.

Accounts suspended and reactivated must pay all past due and current amounts and are Accounts past due over 45 days cannot be reactivated.

To cancel your account, you must contact SIGHT SOUND VISIONS.COM via phone or email with your request. To ensure that you are not billed for another month of service, you must cancel your account before your billing cycle due date. E-mail us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it

V.    Confidentiality.

A. Neither party shall disclose Confidential Information (as hereinafter defined) of the other party.  The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the confidential information of the disclosing party.  The foregoing obligations shall not apply to any information that (i) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party, (iii) was known to the receiving party at the time of disclosure, (iv) is generated independently by the receiving party, or (v) is required to be disclosed by law, subpoena or other process.  The provisions of this Section V shall not limit any of the rights of the parties as set forth in Section IV.

B. For the purpose of this Section V, Confidential Information shall mean any information identified by either party as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, including this Agreement.  Without limiting the foregoing, the Confidential Information of SIGHT-SOUND-VISIONS.INC includes (i) the method of conducting Design Sessions and related trade secrets and intellectual property (including training materials and knowledge objects used to explain or facilitate the Design Session process or to accelerate the creation of Design Session outputs, whether or not incorporated in such outputs, (ii) the business, operations, strategies, processes, methods, tools and techniques of SIGHT-SOUND-VISIONS.INC, and Client.

VI. Approval.

Deliverables and reports provided to Client by SIGHT-SOUND-VISIONS.INC will be reviewed and approved by the representatives appointed by Client.  Client shall accept or reject each deliverable or report within  (3) days of receipt.  Each such deliverable and report shall be deemed accepted unless rejected in writing within seven (3) days following receipt thereof.  Acceptance shall not be unreasonably withheld.  Any rejection shall be in writing and specifically state the manner in which the deliverable or report is materially defective.  For purposes of this Agreement,  (3) days shall constitute a reasonable period for the Client to determine acceptance of SIGHT-SOUND-VISIONS.INC performance.

VII.    Term and Termination.

This Agreement will terminate when the Services have been completed.  Either party may terminate this Agreement in the event of the breach by the other party of this Agreement, which breach is not cured within thirty (30) days after notice by the non-breaching party.  Client shall pay SIGHT-SOUND-VISIONS.INC for work-in-progress, Services and expenses incurred prior to the effective date of termination.

VIII.    Taxes and Payment.

Any applicable taxes incurred in connection with the Services or Deliverables (except for taxes imposed on income) will be billed to, and paid by, Client, in addition to fees and expenses.  Payment by Client of SIGHT-SOUND-VISIONS.INC fees, expenses and any applicable taxes shall be due upon receipt of invoice.

IX.    Conflict and Survival.

In the event of any conflict, ambiguity or inconsistency between this Exhibit and any other document to which this Exhibit may be annexed or which may be annexed to this Exhibit, including any terms and conditions on Client’s purchase orders or otherwise, the terms and conditions of this Exhibit shall govern.  The provisions of this Agreement which give the parties rights beyond termination of this Agreement will survive any termination of this Agreement.

X.    Severability.

If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect.

XI.    Mediation/Arbitration.

Any controversy or claim arising out of or relating to this Agreement or the Services (including any such matter involving any parent, subsidiary, affiliate, successor in interest, or agent of the Client or of SIGHT-SOUND-VISIONS.INC) shall be submitted first to voluntary mediation, and if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in Attachment B attached hereto. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

Exhibit B:  DISPUTE RESOLUTION PROCEDURES

The following procedures shall be used to resolve any controversy or claim (“dispute”) as provided in this Agreement.  If any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent permitted by law.

Mediation

A dispute shall be submitted to mediation by written notice to the other party or parties.  In the mediation process, the parties will try to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations.  The mediator will be selected by agreement of the parties.  If the parties cannot agree on a mediator, a mediator will be designated by the American Arbitration Association (“AAA”) or JAMS/Endispute at the request of a party.  Any mediator so designated must be acceptable to all parties.

The mediation will be conducted as specified by the mediator and agreed upon by the parties.  The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute.

The mediation will be treated as a settlement discussion and therefore will be confidential.  The mediator may not testify for either party in any later proceeding relating to the dispute.  No recording or transcript shall be made of the mediation proceedings.

Each party will bear its own costs in the mediation.  The fees and expenses of the mediator will be shared equally by the parties.

Arbitration

If a dispute has not been resolved within 90 days after the written notice beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute will be settled by arbitration.  The arbitration will be conducted in accordance with the procedures in this document and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA (“AAA Rules”).  In the event of a conflict, the provisions of this document will control.

The arbitration will be conducted before a panel of three arbitrators, regardless of the size of the dispute, to be selected as provided in the AAA Rules.  Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators.  No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures.

Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort.  They shall have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum.  In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction.

No discovery will be permitted in connection with the arbitration unless it is expressly authorized by the arbitration panel upon a showing of substantial need by the party-seeking discovery.

All aspects of the arbitration shall be treated as confidential.  Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests.

The result of the arbitration will be binding on the parties, and judgment on the arbitrators' award may be entered in any court having jurisdiction.